(X) | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
( ) | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 38-0471180 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One Dave Thomas Blvd., Dublin, Ohio | 43017 | |
(Address of principal executive offices) | (Zip Code) |
Page | |
March 31, 2013 | December 30, 2012 | ||||||
ASSETS | (Unaudited) | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 428,684 | $ | 453,361 | |||
Accounts and notes receivable | 61,761 | 61,164 | |||||
Inventories | 12,424 | 13,805 | |||||
Prepaid expenses and other current assets | 38,020 | 24,231 | |||||
Deferred income tax benefit | 84,659 | 91,489 | |||||
Advertising funds restricted assets | 70,118 | 65,777 | |||||
Total current assets | 695,666 | 709,827 | |||||
Properties | 1,233,283 | 1,250,338 | |||||
Goodwill | 875,179 | 876,201 | |||||
Other intangible assets | 1,293,862 | 1,301,537 | |||||
Investments | 110,901 | 113,283 | |||||
Deferred costs and other assets | 48,087 | 52,013 | |||||
Total assets | $ | 4,256,978 | $ | 4,303,199 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Current portion of long-term debt | $ | 13,803 | $ | 12,911 | |||
Accounts payable | 55,406 | 70,826 | |||||
Accrued expenses and other current liabilities | 132,298 | 137,348 | |||||
Advertising funds restricted liabilities | 70,118 | 65,777 | |||||
Total current liabilities | 271,625 | 286,862 | |||||
Long-term debt | 1,441,742 | 1,444,651 | |||||
Deferred income taxes | 435,632 | 438,217 | |||||
Other liabilities | 136,500 | 147,614 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock, $0.10 par value; 1,500,000 shares authorized; 470,424 shares issued | 47,042 | 47,042 | |||||
Additional paid-in capital | 2,783,154 | 2,782,765 | |||||
Accumulated deficit | (480,592 | ) | (467,007 | ) | |||
Common stock held in treasury, at cost; 77,236 and 78,051 shares | (378,975 | ) | (382,926 | ) | |||
Accumulated other comprehensive income | 850 | 5,981 | |||||
Total stockholders’ equity | 1,971,479 | 1,985,855 | |||||
Total liabilities and stockholders’ equity | $ | 4,256,978 | $ | 4,303,199 |
Three Months Ended | |||||||
March 31, 2013 | April 1, 2012 | ||||||
(Unaudited) | |||||||
Revenues: | |||||||
Sales | $ | 530,673 | $ | 519,929 | |||
Franchise revenues | 73,009 | 73,258 | |||||
603,682 | 593,187 | ||||||
Costs and expenses: | |||||||
Cost of sales | 460,828 | 455,467 | |||||
General and administrative | 65,310 | 72,304 | |||||
Depreciation and amortization | 51,797 | 32,311 | |||||
Impairment of long-lived assets | — | 4,511 | |||||
Facilities relocation costs and other transactions | 3,038 | 6,143 | |||||
Other operating expense, net | 245 | 1,535 | |||||
581,218 | 572,271 | ||||||
Operating profit | 22,464 | 20,916 | |||||
Interest expense | (20,964 | ) | (28,235 | ) | |||
Other expense, net and investment income, net | (2,271 | ) | 28,931 | ||||
(Loss) income before income taxes and noncontrolling interests | (771 | ) | 21,612 | ||||
Benefit from (provision for) income taxes | 2,904 | (6,878 | ) | ||||
Net income | 2,133 | 14,734 | |||||
Net income attributable to noncontrolling interests | — | (2,384 | ) | ||||
Net income attributable to The Wendy’s Company | $ | 2,133 | $ | 12,350 | |||
Basic and diluted net income per share attributable to The Wendy’s Company | $ | .01 | $ | .03 | |||
Dividends per share | $ | .04 | $ | .02 |
Three Months Ended | |||||||
March 31, 2013 | April 1, 2012 | ||||||
(Unaudited) | |||||||
Net income | $ | 2,133 | $ | 14,734 | |||
Other comprehensive (loss) income, net: | |||||||
Foreign currency translation adjustment | (5,069 | ) | 4,742 | ||||
Change in unrecognized pension loss, net of income tax provision of $37 and $127 | (62 | ) | (217 | ) | |||
Other comprehensive (loss) income, net | (5,131 | ) | 4,525 | ||||
Comprehensive (loss) income | (2,998 | ) | 19,259 | ||||
Comprehensive income attributable to noncontrolling interests | — | (2,384 | ) | ||||
Comprehensive (loss) income attributable to The Wendy’s Company | $ | (2,998 | ) | $ | 16,875 |
Three Months Ended | |||||||
March 31, 2013 | April 1, 2012 | ||||||
(Unaudited) | |||||||
Cash flows from operating activities: | |||||||
Net income | $ | 2,133 | $ | 14,734 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 52,382 | 32,952 | |||||
Distributions received from TimWen joint venture | 2,701 | 3,253 | |||||
Share-based compensation | 3,010 | 2,597 | |||||
Impairment of long-lived assets | — | 4,511 | |||||
Net recognition of deferred vendor incentives | (4,797 | ) | (58 | ) | |||
Accretion of long-term debt | 1,929 | 2,010 | |||||
Amortization of deferred financing costs | 762 | 1,361 | |||||
Non-cash rent expense | 2,156 | 1,639 | |||||
Equity in earnings in joint ventures, net | (1,191 | ) | (2,134 | ) | |||
Deferred income tax | 2,593 | 5,773 | |||||
Gain on sale of investment, net | — | (27,407 | ) | ||||
Other, net | (7,784 | ) | 1,404 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts and notes receivable | 1,858 | (74 | ) | ||||
Inventories | 1,285 | 920 | |||||
Prepaid expenses and other current assets | 148 | (2,658 | ) | ||||
Accounts payable | (2,409 | ) | (12,313 | ) | |||
Accrued expenses and other current liabilities | (22,172 | ) | (41,654 | ) | |||
Net cash provided by (used in) operating activities | 32,604 | (15,144 | ) | ||||
Cash flows from investing activities: | |||||||
Capital expenditures | (39,977 | ) | (46,998 | ) | |||
Acquisitions | — | (2,594 | ) | ||||
Franchise loans, net | 127 | (1,096 | ) | ||||
Dispositions | 2,104 | 756 | |||||
Proceeds from sales of investments | 151 | 25,367 | |||||
Other, net | — | (1,472 | ) | ||||
Net cash used in investing activities | (37,595 | ) | (26,037 | ) | |||
Cash flows from financing activities: | |||||||
Repayments of long-term debt | (6,506 | ) | (6,354 | ) | |||
Dividends | (15,703 | ) | (7,795 | ) | |||
Distribution to noncontrolling interests | — | (3,667 | ) | ||||
Proceeds from stock option exercises | 3,564 | 1,156 | |||||
Other, net | — | 52 | |||||
Net cash used in financing activities | (18,645 | ) | (16,608 | ) | |||
Net cash used in operations before effect of exchange rate changes on cash | (23,636 | ) | (57,789 | ) | |||
Effect of exchange rate changes on cash | (1,041 | ) | 968 | ||||
Net decrease in cash and cash equivalents | (24,677 | ) | (56,821 | ) | |||
Cash and cash equivalents at beginning of period | 453,361 | 475,231 | |||||
Cash and cash equivalents at end of period | $ | 428,684 | $ | 418,410 |
Three Months Ended | |||||||
March 31, 2013 | April 1, 2012 | ||||||
(Unaudited) | |||||||
Supplemental cash flow information: | |||||||
Cash paid during the period for: | |||||||
Interest | $ | 18,914 | $ | 36,287 | |||
Income taxes (refunds), net | $ | (306 | ) | $ | 6,323 | ||
Supplemental non-cash investing and financing activities: | |||||||
Capital expenditures included in accounts payable | $ | 12,897 | $ | 7,977 | |||
Capitalized lease obligations | $ | 1,035 | $ | 190 |
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Balance at beginning of period | $ | 89,370 | $ | 91,742 | ||||
Equity in earnings for the period | 3,124 | 2,991 | ||||||
Amortization of purchase price adjustments (a) | (777 | ) | (780 | ) | ||||
2,347 | 2,211 | |||||||
Distributions received | (2,701 | ) | (3,253 | ) | ||||
Foreign currency translation adjustment included in “Other comprehensive (loss) income, net” | (1,877 | ) | 2,135 | |||||
Balance at end of period (b) | $ | 87,139 | $ | 92,835 |
(a) | Based upon an average original aggregate life of 21 years. |
(b) | Included in “Investments.” |
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Revenues | $ | 9,024 | $ | 9,129 | ||||
Income before income taxes and net income | 6,247 | 5,982 |
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Balance at beginning of period | $ | (1,750 | ) | $ | 77 | |||
Equity in losses for the period | (1,156 | ) | (367 | ) | ||||
Balance at end of period | $ | (2,906 | ) | $ | (290 | ) |
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Revenues | $ | 759 | $ | 607 | ||||
Loss before income taxes and net loss | (592 | ) | (708 | ) |
March 31, 2013 | December 30, 2012 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | Fair Value Measurements | |||||||||||||
Financial assets | |||||||||||||||||
Cash equivalents | $ | 242,545 | $ | 242,545 | $ | 264,925 | $ | 264,925 | Level 1 | ||||||||
Non-current cost method investments (a) | 23,762 | 51,061 | 23,913 | 50,761 | Level 3 | ||||||||||||
Interest rate swaps (b) | 6,791 | 6,791 | 8,169 | 8,169 | Level 2 | ||||||||||||
Financial liabilities | |||||||||||||||||
Term Loan, due in 2019 (c) | 1,109,611 | 1,127,770 | 1,114,826 | 1,130,434 | Level 2 | ||||||||||||
6.20% senior notes, due in 2014 (c) | 225,788 | 235,800 | 225,940 | 240,750 | Level 2 | ||||||||||||
7% debentures, due in 2025 (c) | 83,788 | 101,000 | 83,496 | 99,900 | Level 2 | ||||||||||||
Capital lease obligations (d) | 36,005 | 36,068 | 32,594 | 33,299 | Level 3 | ||||||||||||
Guarantees of franchisee loan obligations (e) | 933 | 933 | 940 | 940 | Level 3 |
(a) | The fair value of our indirect investment in Arby’s Restaurant Group, Inc. (“Arby’s”) is based on a review of its current unaudited financial information. The fair values of our remaining investments were based on our review of information provided by the investment managers or investees which was based on (1) valuations performed by the investment managers or investees, (2) quoted market or broker/dealer prices for similar investments and (3) quoted market or broker/dealer prices adjusted by the investment managers for legal or contractual restrictions, risk of nonperformance or lack of marketability, depending upon the underlying investments. |
(b) | The fair values were based on information provided by the bank counterparties that is model-driven and where inputs were observable or where significant value drivers were observable. |
(c) | The fair values were based on quoted market prices in markets that are not considered active markets. |
(d) | The fair values were determined by discounting the future scheduled principal payments using an interest rate assuming the same original issuance spread over a current U.S. Treasury bond yield for securities with similar durations. |
(e) | Wendy’s has provided loan guarantees to various lenders on behalf of franchisees entering into pooled debt facility arrangements for new restaurant development and equipment financing. During 2012, Wendy’s provided a guarantee to a lender for a franchisee in connection with the refinancing of the franchisee’s debt. We have accrued a liability for the fair value of these guarantees, the calculation of which was based upon a weighted average risk percentage established at inception adjusted for a history of defaults. |
Three Months Ended | ||||
April 1, 2012 | ||||
Properties and intangible assets | $ | 2,883 | ||
Aircraft | 1,628 | |||
$ | 4,511 |
Three Months Ended | |||||||
March 31, 2013 | April 1, 2012 | ||||||
Facilities relocation and other transition costs | $ | 2,170 | $ | 5,531 | |||
Breakfast discontinuation | 668 | — | |||||
Arby’s transaction related costs | 200 | 612 | |||||
$ | 3,038 | $ | 6,143 |
Three Months Ended | Total Incurred Since Inception | Total Expected to be Incurred | ||||||||||||||
March 31, 2013 | April 1, 2012 | |||||||||||||||
Severance, retention and other payroll costs | $ | 942 | $ | 2,999 | $ | 16,239 | $ | 17,526 | ||||||||
Relocation costs | 817 | 576 | 6,039 | 7,270 | ||||||||||||
Atlanta facility closure costs | 218 | 44 | 4,759 | 4,759 | ||||||||||||
Consulting and professional fees | 107 | 885 | 5,035 | 5,035 | ||||||||||||
Other | 86 | 386 | 2,226 | 2,292 | ||||||||||||
2,170 | 4,890 | 34,298 | 36,882 | |||||||||||||
Accelerated depreciation expense | — | 641 | 2,118 | 2,118 | ||||||||||||
Share-based compensation | — | — | 271 | 271 | ||||||||||||
Total | $ | 2,170 | $ | 5,531 | $ | 36,687 | $ | 39,271 |
Balance December 30, 2012 | Charges | Payments | Balance March 31, 2013 | |||||||||||||
Severance, retention and other payroll costs | $ | 4,121 | $ | 942 | $ | (2,131 | ) | $ | 2,932 | |||||||
Relocation costs | 500 | 817 | (1,199 | ) | 118 | |||||||||||
Atlanta facility closure costs | 4,170 | 218 | (638 | ) | 3,750 | |||||||||||
Consulting and professional fees | 80 | 107 | (187 | ) | — | |||||||||||
Other | 9 | 86 | (95 | ) | — | |||||||||||
$ | 8,880 | $ | 2,170 | $ | (4,250 | ) | $ | 6,800 |
Three Months Ended | ||||||
March 31, 2013 | April 1, 2012 | |||||
Common stock: | ||||||
Weighted average basic shares outstanding | 392,498 | 389,701 | ||||
Dilutive effect of stock options and restricted shares | 3,196 | 2,574 | ||||
Weighted average diluted shares outstanding | 395,694 | 392,275 |
Three Months Ended | |||||||
March 31, 2013 | April 1, 2012 | ||||||
Balance, beginning of year | $ | 1,985,855 | $ | 1,996,069 | |||
Comprehensive (loss) income | (2,998 | ) | 16,875 | ||||
Share-based compensation | 3,010 | 2,597 | |||||
Exercises of stock options | 3,256 | 654 | |||||
Dividends | (15,703 | ) | (7,795 | ) | |||
Tax charge from share-based compensation | (1,934 | ) | (1,057 | ) | |||
Other | (7 | ) | (2 | ) | |||
Balance, end of the period | $ | 1,971,479 | $ | 2,007,341 |
• | Same-Store Sales |
• | Restaurant Margin |
Three Months Ended | ||||||||||||||
March 31, 2013 | April 1, 2012 | $ Change | % Change | |||||||||||
Revenues: | ||||||||||||||
Sales | $ | 530.7 | $ | 519.9 | $ | 10.8 | 2.1 | % | ||||||
Franchise revenues | 73.0 | 73.3 | (0.3 | ) | (0.4 | ) | ||||||||
603.7 | 593.2 | 10.5 | 1.8 | |||||||||||
Costs and expenses: | ||||||||||||||
Cost of sales | 460.8 | 455.5 | 5.3 | 1.2 | ||||||||||
General and administrative | 65.3 | 72.3 | (7.0 | ) | (9.7 | ) | ||||||||
Depreciation and amortization | 51.8 | 32.3 | 19.5 | 60.4 | ||||||||||
Impairment of long-lived assets | — | 4.5 | (4.5 | ) | n/m | |||||||||
Facilities relocation costs and other transactions | 3.0 | 6.1 | (3.1 | ) | (50.8 | ) | ||||||||
Other operating expense, net | 0.3 | 1.6 | (1.3 | ) | (81.3 | ) | ||||||||
581.2 | 572.3 | 8.9 | 1.6 | |||||||||||
Operating profit | 22.5 | 20.9 | 1.6 | 7.7 | ||||||||||
Interest expense | (21.0 | ) | (28.2 | ) | 7.2 | (25.5 | ) | |||||||
Other expense, net and investment income, net | (2.3 | ) | 28.9 | (31.2 | ) | n/m | ||||||||
(Loss) income before income taxes and noncontrolling interests | (0.8 | ) | 21.6 | (22.4 | ) | n/m | ||||||||
Benefit from (provision for) income taxes | 2.9 | (6.9 | ) | 9.8 | n/m | |||||||||
Net income | 2.1 | 14.7 | (12.6 | ) | (85.7 | ) | ||||||||
Net income attributable to noncontrolling interests | — | (2.3 | ) | 2.3 | n/m | |||||||||
Net income attributable to The Wendy’s Company | $ | 2.1 | $ | 12.4 | $ | (10.3 | ) | (83.1 | )% |
First Quarter | First Quarter | ||||||||||
2013 | 2012 | ||||||||||
Sales: | |||||||||||
Wendy’s | $ | 515.7 | $ | 501.8 | |||||||
Bakery | 15.0 | 18.1 | |||||||||
Total sales | $ | 530.7 | $ | 519.9 | |||||||
% of Sales | % of Sales | ||||||||||
Cost of sales: | |||||||||||
Wendy’s | |||||||||||
Food and paper | $ | 169.8 | 32.9% | $ | 168.7 | 33.6% | |||||
Restaurant labor | 158.8 | 30.8% | 154.7 | 30.8% | |||||||
Occupancy, advertising and other operating costs | 121.1 | 23.5% | 119.4 | 23.8% | |||||||
Total cost of sales | 449.7 | 87.2% | 442.8 | 88.2% | |||||||
Bakery | 11.1 | n/m | 12.7 | n/m | |||||||
Total cost of sales | $ | 460.8 | 86.8% | $ | 455.5 | 87.6% |
First Quarter | First Quarter | ||||||
2013 | 2012 | ||||||
Margin $: | |||||||
Wendy’s | $ | 66.0 | $ | 59.0 | |||
Bakery | 3.9 | 5.4 | |||||
Total margin | $ | 69.9 | $ | 64.4 | |||
Wendy’s restaurant margin % | 12.8 | % | 11.8 | % |
First Quarter | First Quarter | ||||
2013 | 2012 | ||||
Wendy’s restaurant statistics: | |||||
North America same-store sales: | |||||
Company-owned restaurants | 1.0 | % | 0.8 | % | |
Franchised restaurants | 0.6 | % | 0.7 | % | |
Systemwide | 0.7 | % | 0.7 | % | |
Total same-store sales: | |||||
Company-owned restaurants | 1.0 | % | 0.8 | % | |
Franchised restaurants (a) | 0.8 | % | 0.8 | % | |
Systemwide (a) | 0.8 | % | 0.8 | % |
Company-owned | Franchised | Systemwide | ||||||
Restaurant count: | ||||||||
Restaurant count at December 30, 2012 | 1,427 | 5,133 | 6,560 | |||||
Opened | 3 | 13 | 16 | |||||
Closed | (4 | ) | (28 | ) | (32 | ) | ||
Net purchased from (sold by) franchisees | 1 | (1 | ) | — | ||||
Restaurant count at March 31, 2013 | 1,427 | 5,117 | 6,544 |
Sales | Change | ||
Wendy’s | $ | 13.9 | |
Bakery | (3.1 | ) | |
$ | 10.8 |
Franchise Revenues | Change | ||
Franchise revenues | $ | (0.3 | ) |
Wendy’s Cost of Sales | Change | |
Food and paper | (0.7 | )% |
Restaurant labor | — | % |
Occupancy, advertising and other operating costs | (0.3 | )% |
(1.0 | )% |
General and Administrative | Change | ||
Employee compensation and related expenses | $ | (3.8 | ) |
Professional services | (1.5 | ) | |
Other, net | (1.7 | ) | |
$ | (7.0 | ) |
Depreciation and Amortization | Change | ||
Restaurants | $ | 17.5 | |
Other | 2.0 | ||
Total | $ | 19.5 |
Interest Expense | Change | ||
Senior Notes | $ | (15.3 | ) |
Term loans | 8.1 | ||
$ | (7.2 | ) |
Benefit from (Provision for) Income Taxes | Change | ||
Federal and state benefit on variance in (loss) income before income taxes and noncontrolling interests | $ | 7.9 | |
Reversal of deferred taxes on investment in foreign subsidiaries now considered permanently invested outside of the U.S. | 1.9 | ||
$ | 9.8 |
• | a $19.5 million favorable impact in accrued expenses and other current liabilities for the comparable periods. This favorable impact was primarily due to decreases in (1) interest accruals and payments due to the net effect of the May 15, 2012 Credit Agreement and the related purchase and redemption of the Wendy’s Restaurants 10.00% Senior Notes in May and July of 2012, respectively and (2) income taxes paid. These favorable changes were partially offset by an increase in incentive compensation paid; and |
• | a $9.9 million favorable impact in accounts payable for the comparable periods. This favorable impact was primarily due to (1) an increase in accruals for capital expenditures due to the timing of restaurant construction activity in the first quarter 2013 versus 2012 and (2) changes in accounts payable due to the timing of payments between comparable periods. |
• | Cash capital expenditures totaling $40.0 million, which included $20.1 million for Image Activation restaurants, $1.1 million for other restaurants, $4.0 million for the construction of a new building and renovations at our corporate headquarters and $14.8 million for various capital projects; |
• | Repayments of $6.5 million of long-term debt, primarily related to our term loan; and |
• | Dividend payment of $15.7 million. |
• | Capital expenditures of approximately $205.0 million, which would result in total cash capital expenditures for the year of approximately $245.0 million; |
• | Quarterly cash dividends aggregating up to approximately $47.2 million as discussed below in “Dividends;” |
• | The costs associated with the anticipated financing activities discussed below in “Refinancing of Credit Agreement;” |
• | Potential restaurant acquisitions and dispositions; and |
• | Potential stock repurchases of up to $100.0 million. |
• | competition, including pricing pressures, couponing, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’s restaurants; |
• | consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer; |
• | food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving Wendy’s or its supply chain; |
• | consumer concerns over nutritional aspects of beef, poultry, french fries or other products we sell, or concerns regarding the effects of disease outbreaks such as “mad cow disease” and avian influenza or “bird flu”; |
• | the effects of negative publicity that can occur from increased use of social media; |
• | success of operating and marketing initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; |
• | the impact of general economic conditions and high unemployment rates on consumer spending, particularly in geographic regions that contain a high concentration of Wendy’s restaurants; |
• | changes in consumer tastes and preferences, and in discretionary consumer spending; |
• | changes in spending patterns and demographic trends, such as the extent to which consumers eat meals away from home; |
• | certain factors affecting our franchisees, including the business and financial viability of franchisees, the timely payment of such franchisees’ obligations due to us or to national or local advertising organizations, and the ability of our franchisees to open new restaurants in accordance with their development commitments, including their ability to finance restaurant development and remodels; |
• | changes in commodity costs (including beef, chicken and corn), labor, supply, fuel, utilities, distribution and other operating costs; |
• | availability, location and terms of sites for restaurant development by us and our franchisees; |
• | development costs, including real estate and construction costs; |
• | delays in opening new restaurants or completing reimages of existing restaurants, including risks associated with the Image Activation program; |
• | the timing and impact of acquisitions and dispositions of restaurants; |
• | our ability to successfully integrate acquired restaurant operations; |
• | anticipated or unanticipated restaurant closures by us and our franchisees; |
• | our ability to identify, attract and retain potential franchisees with sufficient experience and financial resources to develop and operate Wendy’s restaurants successfully; |
• | availability of qualified restaurant personnel to us and to our franchisees, and the ability to retain such personnel; |
• | our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to Wendy’s restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution; |
• | availability and cost of insurance; |
• | adverse weather conditions; |
• | availability, terms (including changes in interest rates) and deployment of capital; |
• | changes in, and our ability to comply with, legal, regulatory or similar requirements, including franchising laws, payment card industry rules, overtime rules, minimum wage rates, wage and hour laws, government-mandated health care benefits, tax legislation, federal ethanol policy and accounting standards; |
• | the costs, uncertainties and other effects of legal, environmental and administrative proceedings; |
• | the effects of charges for impairment of goodwill or for the impairment of other long-lived assets; |
• | the effects of war or terrorist activities; |
• | expenses and liabilities for taxes related to periods up to the date of sale of Arby’s as a result of the indemnification provisions of the Arby’s Purchase and Sale Agreement; and |
• | other risks and uncertainties affecting us and our subsidiaries referred to in our Annual Report on Form 10-K for the fiscal year ended December 30, 2012 (the “Form 10-K”) (see especially “Item 1A. Risk Factors” and “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations”) and in our other current and periodic filings with the Securities and Exchange Commission. |
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan (2) | ||||||
December 31, 2012 through February 3, 2013 | 15,799 | $ | 4.81 | — | $ | 100,000,000 | ||||
February 4, 2013 through March 3, 2013 | 919 | $ | 5.03 | — | $ | 100,000,000 | ||||
March 4, 2013 through March 31, 2013 | 68,199 | $ | 5.63 | — | $ | 100,000,000 | ||||
Total | 84,917 | $ | 5.47 | — | $ | 100,000,000 |
(1) | All shares were reacquired by The Wendy’s Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective award. The shares were valued at the average of the high and low trading prices of our common stock on the vesting or exercise date of such awards. |
EXHIBIT NO. | DESCRIPTION |
2.1 | Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207). |
2.2 | Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336). |
2.3 | Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). |
2.4 | Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated herein by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). |
2.5 | Asset Purchase Agreement by and among Wendy’s International, Inc., Pisces Foods, L.P., Near Holdings, L.P., David Near and Jason Near dated as of June 5, 2012, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on June 12, 2012 (SEC file no. 001-02207). |
3.1 | Restated Certificate of Incorporation of The Wendy’s Company, as filed with the Secretary of State of the State of Delaware on May 24, 2012, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207). |
3.2 | By-Laws of The Wendy’s Company (as amended and restated through May 24, 2012), incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207). |
31.1 | Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-Q.* |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith |
THE WENDY’S COMPANY (Registrant) | |
Date: May 8, 2013 | By: /s/Stephen E. Hare |
Stephen E. Hare | |
Senior Vice President and | |
Chief Financial Officer | |
(On behalf of the Company) | |
Date: May 8, 2013 | By: /s/Steven B. Graham |
Steven B. Graham | |
Senior Vice President and | |
Chief Accounting Officer | |
(Principal Accounting Officer) |
EXHIBIT NO. | DESCRIPTION |
2.1 | Agreement and Plan of Merger, dated as of April 23, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated April 29, 2008 (SEC file no. 001-02207). |
2.2 | Side Letter Agreement, dated August 14, 2008, by and among Triarc Companies, Inc., Green Merger Sub, Inc. and Wendy’s International, Inc., incorporated herein by reference to Exhibit 2.3 to Triarc’s Registration Statement on Form S-4, Amendment No.3, filed on August 15, 2008 (Reg. no. 333-151336). |
2.3 | Purchase and Sale Agreement, dated as of June 13, 2011, by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation and ARG IH Corporation, incorporated herein by reference to Exhibit 2.1 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on June 13, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). |
2.4 | Closing letter dated as of July 1, 2011 by and among Wendy’s/Arby’s Restaurants, LLC, ARG Holding Corporation, ARG IH Corporation, and Roark Capital Partners II, LP, incorporated herein by reference to Exhibit 2.2 of the Wendy’s/Arby’s Group, Inc. and Wendy’s/Arby’s Restaurants, LLC Current Reports on Form 8-K filed on July 8, 2011 (SEC file nos. 001-02207 and 333-161613, respectively). |
2.5 | Asset Purchase Agreement by and among Wendy’s International, Inc., Pisces Foods, L.P., Near Holdings, L.P., David Near and Jason Near dated as of June 5, 2012, incorporated herein by reference to Exhibit 2.1 of The Wendy’s Company Current Report on Form 8-K filed on June 12, 2012 (SEC file no. 001-02207). |
3.1 | Restated Certificate of Incorporation of The Wendy’s Company, as filed with the Secretary of State of the State of Delaware on May 24, 2012, incorporated herein by reference to Exhibit 3.1 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207). |
3.2 | By-Laws of The Wendy’s Company (as amended and restated through May 24, 2012), incorporated herein by reference to Exhibit 3.2 of The Wendy’s Company Current Report on Form 8-K filed on May 25, 2012 (SEC file no. 001-02207). |
31.1 | Certification of the Chief Executive Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
31.2 | Certification of the Chief Financial Officer of The Wendy’s Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished as an exhibit to this Form 10-Q.* |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith |
1. | I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
1. | I have reviewed this quarterly report on Form 10-Q of The Wendy’s Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Facilities Relocation and Other Transactions Breakfast Discontinuation (Details) (Breakfast Discontinuation [Member], USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Apr. 01, 2012
|
|
Breakfast Discontinuation [Member]
|
||
Restructuring Cost and Reserve [Line Items] | ||
Facilities relocation costs and other transactions, Incurred Cost | $ 668 | $ 0 |
Fair Value Measurements Financial Instruments (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 30, 2012
|
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Fair Value, Inputs, Level 1 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 242,545 | $ 264,925 | ||||||||||||
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value, Fair Value Disclosure
|
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Cash and Cash Equivalents, Fair Value Disclosure | 242,545 | 264,925 | ||||||||||||
Fair Value, Inputs, Level 3 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Cost Method Investments, Fair Value Disclosure | 23,762 | [1] | 23,913 | [1] | ||||||||||
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value, Fair Value Disclosure
|
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Cost Method Investments, Fair Value Disclosure | 51,061 | [1] | 50,761 | [1] | ||||||||||
Secured Debt [Member] | Fair Value, Inputs, Level 2 [Member] | Term Loan, 2012 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 1,109,611 | [2] | 1,114,826 | [2] | ||||||||||
Secured Debt [Member] | Fair Value, Inputs, Level 2 [Member] | Term Loan, 2012 [Member] | Estimate of Fair Value, Fair Value Disclosure
|
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Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 1,127,770 | [2] | 1,130,434 | [2] | ||||||||||
Unsecured Debt [Member] | Fair Value, Inputs, Level 2 [Member] | 6.20% senior notes | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 225,788 | [2] | 225,940 | [2] | ||||||||||
Unsecured Debt [Member] | Fair Value, Inputs, Level 2 [Member] | 6.20% senior notes | Estimate of Fair Value, Fair Value Disclosure
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 235,800 | [2] | 240,750 | [2] | ||||||||||
Unsecured Debt [Member] | Fair Value, Inputs, Level 2 [Member] | 7% debentures | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 83,788 | [2] | 83,496 | [2] | ||||||||||
Unsecured Debt [Member] | Fair Value, Inputs, Level 2 [Member] | 7% debentures | Estimate of Fair Value, Fair Value Disclosure
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 101,000 | [2] | 99,900 | [2] | ||||||||||
Capital Lease Obligations [Member] | Fair Value, Inputs, Level 3 [Member] | Capital Lease Obligations [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 36,005 | [3] | 32,594 | [3] | ||||||||||
Capital Lease Obligations [Member] | Fair Value, Inputs, Level 3 [Member] | Capital Lease Obligations [Member] | Estimate of Fair Value, Fair Value Disclosure
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 36,068 | [3] | 33,299 | [3] | ||||||||||
Swap [Member] | Fair Value, Inputs, Level 2 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Interest rate swaps | 6,791 | [4] | 8,169 | [4] | ||||||||||
Swap [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value, Fair Value Disclosure
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Interest rate swaps | 6,791 | [4] | 8,169 | [4] | ||||||||||
Financial Guarantee [Member] | Fair Value, Inputs, Level 3 [Member] | Carrying (Reported) Amount, Fair Value Disclosure [Member]
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Guarantees of franchisee loans obligations | 933 | [5] | 940 | [5] | ||||||||||
Financial Guarantee [Member] | Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value, Fair Value Disclosure
|
||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||
Guarantees of franchisee loans obligations | $ 933 | [5] | $ 940 | [5] | ||||||||||
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Facilities Relocation and Other Transactions (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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Facilities Relocation Costs and Other Transactions [Member]
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Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Restructuring and Related Costs [Table Text Block] |
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Facilities Relocation and Other Transition Costs [Member]
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Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Restructuring and Related Costs [Table Text Block] |
The table below presents a rollforward of our accruals for facility relocation costs, which are included in “Accrued expenses and other current liabilities” and “Other liabilities.”
|
Equity (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Apr. 01, 2012
|
|
Statement of Stockholders' Equity [Abstract] | ||
Balance, beginning of year | $ 1,985,855 | $ 1,996,069 |
Comprehensive (loss) income | (2,998) | 16,875 |
Share-based compensation | 3,010 | 2,597 |
Exercises of stock options | 3,256 | 654 |
Dividends | (15,703) | (7,795) |
Tax charge from share-based compensation | (1,934) | (1,057) |
Other | (7) | (2) |
Balance, end of period | $ 1,971,479 | $ 2,007,341 |
Acquisitions and Dispositions
|
3 Months Ended |
---|---|
Mar. 31, 2013
|
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Acquisitions and Dispositions [Abstract] | |
Acquisitions and Other Dispositions | Acquisitions and Dispositions On June 11, 2012, Wendy’s acquired 30 franchised restaurants in the Austin, Texas area from Pisces Foods, L.P. and Near Holdings, L.P. The allocation of the total purchase price of $18,915, including closing adjustments, to the fair value of assets acquired and liabilities assumed was finalized during the three months ended March 31, 2013 and unchanged from our Form 10-K disclosure. During the three months ended April 1, 2012, Wendy’s acquired two franchised restaurants along with certain other equipment and franchise rights. The total net cash consideration for this acquisition was $2,594. The total consideration was allocated to net tangible and identifiable intangible assets acquired, primarily properties, and liabilities assumed based on their estimated fair values, with the excess of $485 recognized as goodwill. During the three months ended March 31, 2013, Wendy’s received cash proceeds of $2,104 from the sale of surplus properties and other equipment. These sales resulted in a net gain of $564 which is included as a reduction to “Depreciation and amortization.” During the three months ended March 31, 2013, Wendy’s acquired one franchised restaurant; such transaction was not significant. Wendy’s sold one company-owned restaurant to a franchisee during the three months ended April 1, 2012; such transaction was not significant. |